The Master Independent Contractor Agreement is designed for businesses operating under English and Welsh law who regularly engage independent contractors for various projects or services. This document serves as an overarching framework that establishes the fundamental terms of the contractor relationship, including crucial elements such as contractor status determination, intellectual property rights, confidentiality obligations, and compliance with IR35 legislation. It is particularly valuable for organizations seeking to maintain consistent terms across multiple contractor engagements while allowing for project-specific details to be addressed in separate statements of work.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of services to be provided by the contractor
5. Payment Terms: Compensation, invoicing, and payment details including payment schedule and method
6. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
7. Independent Contractor Status: Clear statement of relationship and confirmation of contractor's self-employed status
8. Intellectual Property Rights: Ownership and transfer of IP created during service provision, including work product
9. Confidentiality: Protection of confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Insurance Requirements: Specific insurance coverage requirements for professional indemnity and public liability
2. Non-Compete: Restrictions on competing activities during and after the agreement term
3. Data Protection: Detailed data handling requirements in compliance with UK GDPR
4. Equipment and Resources: Provisions regarding tools, equipment and resources to be used in service delivery
5. Warranties and Indemnities: Specific warranties provided by the contractor and related indemnities
1. Schedule 1 - Services: Detailed scope of services and deliverables to be provided by the contractor
2. Schedule 2 - Rate Card: Detailed breakdown of fees, charges and payment terms
3. Schedule 3 - Service Levels: Performance metrics, standards and quality requirements
4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations and processing requirements
5. Schedule 5 - Insurance Requirements: Detailed insurance specifications including types and minimum coverage amounts
Relevant legal definitions
Clauses
Independent Contractor Status
Services
Payment Terms
Term and Termination
Intellectual Property Rights
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Warranties and Representations
Indemnification
Insurance
Limitation of Liability
Force Majeure
Assignment and Subcontracting
Notice
Dispute Resolution
Governing Law
Entire Agreement
Severability
Services
Payment Terms
Term and Termination
Intellectual Property Rights
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Warranties and Representations
Indemnification
Insurance
Limitation of Liability
Force Majeure
Assignment and Subcontracting
Notice
Dispute Resolution
Governing Law
Entire Agreement
Severability
Relevant Industries
Relevant Teams
Relevant Roles
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